Childhood obesity is an epidemic with far-reaching personal, social, community and national health implications. The potential for change is greatest, perhaps, with very young children. The potential for change is greatest, perhaps, with very young children. The purpose of the study is to examine the impact of participation in an 18-month developmentally appropriate active play program, with a parent, on body composition and play activity in obese toddlers served by Dallas WIC Program. Obese toddlers (N=120), ages 12-35 months, will be recruited based on approximately 95% weight for length for age/sex specific growth charts. The goal is not to have the child lose weight but to obtain an age-appropriate weight for length through a healthy active lifestyle. The mother and her toddler will be randomly assigned to the Counseling or Active Play Group and matched for gender ethnicity (African American, Hispanic, White) and age (+/- 3 months). In the Counseling Group, mothers will receive bimonthly individual counseling with a registered dietician and given a variety of nutrition strategies to reduce caloric intake. In the Active Play Group, the mothers will receive all the services offered to the Counseling Group. In addition, they will participate in Active Play classes at their WIC site one time per week in which researchers model skills necessary to engage the toddler in active play. Also, once per month, researchers will provide intervention and modeling within the home or other most natural setting. The primary specific aims of the project are: Aim 1. T examine the effects of play activity on body composition (weight, height, body mass index) of obese at-risk toddlers. AIM 2. To compare the effects of play activity on body composition (weight, height, body mass index) of obese at- risk toddlers. Aim 2. To compare the effects of play activity on body composition between boys and girls. Im 3. To determine the effects of play activity on body composition among African Americans, Hispanics, and Whites. Aim 4. To examine the interaction of play activity, gender and ethnicity on obese at-risk toddlers. The secondary specific aims are: Aim 1. To evaluate the quality of the play interaction (mother constellation) between the mother and the child before and after the program. Aim 2. To evaluate the mother's knowledge regarding obesity and overweight and its health implications for her child before and after the program. Aim 3. To determine the play and activity preferences of the mother and child before and after the program. Im 4. To evaluate the toddler's self esteem and body image before and after the program.